Harris Teeter 2012 Annual Report Download - page 105

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When used in the Change-in-Control and Severance Agreements, “good reason” shall mean the termination
by the NEO of the NEO’s employment with the Company within the two (2) year period following a “change in
control” which is due to (i) a material diminution of responsibilities, or working conditions, or duties, or in the
case of Messrs. Dickson and Woodlief, ceasing to be the Chief Executive Officer or Chief Financial Officer,
respectively, of a publicly traded company; (ii) a material diminution in base salary or potential incentive
compensation; (iii) a material negative change in the terms or status of the Change-in-Control and Severance
Agreement; or (iv) a forced relocation of the NEO outside of a 30 mile radius of the intersection of the Trade and
Tryon Streets in Charlotte, North Carolina.
When used in the Change-in-Control and Severance Agreements, a “change in control” means a “change in
ownership”, a “change in effective control”, or a “change in the ownership of substantial assets” of a corporation
as generally described in Treasury Regulation Section 1.409A-3(i)(5) and as specifically described in the Change-
in-Control and Severance Agreements.
Pursuant to the Change-in-Control and Severance Agreements, except in the event the NEO’s employment
terminates following a “change in control”, each NEO has agreed that during the term of the Change-in-Control
and Severance Agreements and for a period of 24 months thereafter, the NEO shall not directly or indirectly enter
into an employment relationship or a consulting arrangement (or other economically beneficial arrangement) with
any competitor of the Company, as defined in each NEO’s respective Change-in-Control and Severance Agreement.
In addition, each NEO has agreed not to solicit, induce or attempt to induce any employee of the Company to leave
the employ of the Company or to solicit or induce or attempt to induce or interfere with the relationship between
any customer, supplier, or other person or entity in a business relation with the Company during the same period.
Furthermore, under the terms of the Harris Teeter Supermarkets, Inc. 2002 Comprehensive Stock Option and
Award Plan (the “2002 Plan”), in the event of a change in control of the Company, as defined in the 2002 Plan,
if all options or restricted stock are not converted, assumed, or replaced by a successor, then such awards will become
fully exercisable and all forfeiture restrictions on such awards will lapse and all restricted stock shall become
deliverable, unless otherwise provided in any award agreement or any other written agreement entered into with
a NEO. The options shall remain exercisable for the remaining term of such option. Under the terms of the 2011
Plan, the committee established to administer such plan may grant certain awards that provide that restrictions will
lapse upon, among other things, the occurrence of a change in control, as defined in the 2011 Plan. As of the end
of Fiscal 2012, all outstanding restricted stock awards granted under the 2011 Plan become fully vested upon a
change in control, and all performance shares granted under the 2011 Plan vest pro-rata in proportion to the portion
of the performance period elapsed through the change in control.
Accrued and Vested Benefits. Each of the current NEOs has accrued various benefits under the Company’s
compensation programs and retirement and other broad-based employee benefit plans. Many of these benefits and
awards are fully vested and each of the current NEOs would receive all of their vested benefits and awards in the
event that their employment with the Company ends for any reason, including termination by the Company.
The table below summarizes the accrued and vested benefits that each of the NEOs would be entitled to,
assuming termination by the NEO from the Company on October 2, 2012, not related to a “change in control”
transaction and not due to death or disability.
Thomas W.
Dickson
($)
Frederick J.
Morganthall, II
($)
John B.
Woodlief
($)
Rodney C.
Antolock
($)
Fred A.
Jackson
($)
Vested SERP (1) .................. 10,787,000 6,576,000 4,174,000 — 2,859,000
Vested Pension Benefit (1) ........ 1,271,000 949,000 348,000 188,000 —
Vested Deferred Compensation
Balance ........................ 354,538 271,167 278,871 1,046,244 16,191
(1) The amount for the SERP and Pension Benefit represents the actuarial present value of the benefit payable
immediately.
37